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United States securities and exchange commission logo
July 20, 2021
Sumant Sinha
Chief Executive Officer
ReNew Energy Global PLC
C/O Skadden, Arps, Slate, Meagher & Flom (UK) LLP
40 Bank Street
London E14 5DS
Re: ReNew Energy Global
PLC
Amendment No. 3 to
Registration Statement on Form F-4
Filed July 14, 2021
File No. 333-256228
Dear Mr. Sinha:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our July
12, 2021 letter.
Amendment No. 3 to Registration Statement on Form F-4
Exhibits
1. We note your response
to prior comments 9 and 10 and reissue the comment in
part. Please have
counsel revise its opinion filed as Exhibit 5.1 to opine as to ReNew
Energy Global's
corporate power and authority to execute, deliver and perform all of its
obligations under the
Business Combination Agreement, the Warrant Assignment
Agreement, the Warrant
Agreement, and the Warrant Certificate, and to opine as to
whether each such
agreement has been duly authorized by all requisite corporate action on
the part of the
Company, subject to approval and adoption of the Business Combination
Agreement by the
Company s shareholders. In that regard, we also note the related
Sumant Sinha
ReNew Energy Global PLC
July 20, 2021
Page 2
assumptions in Exhibit 5.2. Please also have counsel remove the
assumptions in clauses
(e) and (p) of Schedule 1 in the opinion filed as Exhibit 5.1. In this
regard, we note that
we are unable to locate paragraph 1.1(g) and it is inappropriate to
assume that the
company has taken all corporate actions necessary to authorize the
issuance of the
securities, including the Shares, and to approve the Award Plan and
Warrant
Agreement. Refer to Section II.B.3.a of Staff Legal Bulletin No. 19.
You may contact Jenifer Gallagher, Staff Accountant, at (202) 551-3706
or Karl Hiller,
Accounting Branch Chief, at (202) 551-3686 if you have questions regarding
comments on the
financial statements and related matters. Please contact Karina Dorin, Staff
Attorney, at (202)
551-3763 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other
questions.
Sincerely,
FirstName LastNameSumant Sinha
Division of
Corporation Finance
Comapany NameReNew Energy Global PLC
Office of Energy
& Transportation
July 20, 2021 Page 2
cc: Ryan Maierson
FirstName LastName